Foreign loans of FDI companies - when registration with the State Bank of Vietnam is required and what to prepare

Borrowing from the parent company in Japan, Korea or Singapore is the fastest way for an FDI company to raise funds. But many companies forget that the loan may have to be registered with the State Bank of Vietnam (SBV), run through a foreign loan account and be reported monthly. When it is time to remit principal or interest abroad, the bank refuses because there is no registration confirmation - and fixing it then costs far more than doing it right from the start.

The current legal framework

The two main SBV instruments are Circular 08/2023/TT-NHNN on conditions for foreign borrowing and Circular 12/2022/TT-NHNN on foreign exchange management of foreign loans and repayments, amended by Circular 80/2025/TT-NHNN (effective 25 January 2026). On the tax side, related-party interest is subject to a deduction cap under Decree 255/2026/ND-CP, which replaces Decree 132/2020/ND-CP and Decree 20/2025/ND-CP from the 2026 corporate income tax (CIT) year.

When must a loan be registered with the SBV?

The deciding factor is the loan term, not the amount. Under Article 11 of Circular 12/2022/TT-NHNN (as amended), the following loans must be registered:

• Medium- and long-term loans, meaning loans with a term of more than one year.
• Short-term loans (up to one year) that are extended so that the total term exceeds one year.
• Short-term loans with no extension agreement that still have outstanding principal on the first anniversary of the first drawdown. Registration is not required if the principal is fully repaid within 30 working days of that date; Circular 80/2025/TT-NHNN adds the cases where the entire principal is converted into the lender's equity or is fully forgiven.

Short-term loans repaid within one year need no registration, but they must still meet the borrowing conditions and be reported online monthly on the SBV website. From 25 July 2026, loans of up to USD 20 million are handled by the SBV regional branch where the head office is located; loans above USD 20 million go to the Foreign Exchange Management Department (the old threshold was USD 10 million).

Borrowing conditions to check before signing

Under Circular 08/2023/TT-NHNN, for an FDI company's medium- or long-term loan to carry out an investment project, total medium- and long-term debt (domestic and foreign) for the project must not exceed the difference between total investment capital and the investor's contributed capital recorded in the Investment Registration Certificate (IRC) or the investment policy approval. The company needs a plan for using the loan approved by the competent body under its charter. Loans are in principle in foreign currency; VND loans are allowed only in certain cases, such as loans funded by the direct investor's VND profits distributed by the borrower itself. The most frequent blocker is an IRC with no room left for the new loan, forcing the company to amend the IRC first - which can take several weeks.

Registration dossier and filing deadline

The borrower files within 30 working days of signing a medium- or long-term loan agreement, or of the date the registration obligation arises for the short-term cases above. One set of documents, mainly:

1. The application on the new form under Circular 80/2025/TT-NHNN (old forms may be rejected).
2. Copies of the Enterprise Registration Certificate and the IRC.
3. Evidence of the loan purpose: the approved plan for using the loan or the investment project.
4. Copies of the loan agreement and any extension, with a Vietnamese translation certified by the borrower.
5. The guarantee, if any.
6. The loan approval by the owner, Members' Council or Board of Directors.
7. The account-servicing bank's confirmation of drawdowns and repayments, if funds were already drawn.
8. Evidence of lawfully distributed profits for VND loans from the direct investor; a power of attorney if applicable.

When the loan amount, drawdown or repayment plan, or account-servicing bank changes, the company must register the change, with a bank confirmation issued within 10 working days before filing. Registration breaches can be fined under Decree 340/2025/ND-CP (which replaced Decree 88/2019/ND-CP from 9 February 2026), but the bigger consequence is that the bank cannot remit repayments abroad.

Parent company interest: the 30% EBITDA cap for CIT

Correct SBV registration does not mean all interest is deductible. A parent company loan is a related-party transaction. Under Decree 255/2026/ND-CP, total interest expense net of deposit and lending interest income is deductible only up to 30% of net operating profit plus net interest expense and depreciation - commonly called tax EBITDA. The excess can be carried forward to later periods with headroom, for up to 5 consecutive years. Certain loans, such as ODA loans, Government concessional loans or social welfare projects, are excluded.

In addition, under Decree 320/2025/ND-CP guiding the Law on Corporate Income Tax No. 67/2025/QH15, interest corresponding to charter capital still unpaid under the contribution schedule is not deductible - a point FDI companies borrowing from the parent before fully paying up capital should watch closely. The interest rate must also be at arm's length and consistent with the transfer pricing documentation.

How Kaizen can help

Kaizen reviews the full life cycle of a foreign loan: from borrowing room on the IRC, registration and change-registration dossiers, to the 30% interest cap and transfer pricing documentation. If you are not sure your parent company loan was registered correctly, start with our free tax health check.